10 ton adventure
by MrandMrsTemple
Summary: What if Ben had been there for Dumbo instead of Timothy Mouse? Rubbish summary and title I know, but please read anyway. Reviews make my day.
1. The Circus Tent

Ben shuffled along through the overcrowded circus tent. Today they had arrived in Georgia, and Gwen and Grandpa Max had thought it would be a good idea to visit the circus that had just arrived in town. It was two against one so Ben had to come along too. Ben hated circuses, they were always so crowded like this one was now, they stank, and worst of all they were full of clowns. Ben hadn't seen any yet thank goodness, but as far as he was concerned, it was only a matter of time before he did.

Right now though, him, Gwen and about 500 other kids were making their way through the animal observation area. On their left was a pen full of giraffes, camels and a couple of stupid looking ostritches.

"Isn't this great, Ben?" said Gwen excitedly.

"Yeah, about as great as having to do math homework." grumbled Ben. Gwen glared at him.

"There's nothing wrong with math homework, and stop frowning. Just because you hate circuses and animals doesn't mean everyone else has to."

"I don't hate animals!" said Ben indignately.

Gwen shrugged and moved off with her camera towards the camels.

"Just make sure he doesn't eat the camera" said Ben, pointing at one of the camels.

"He's not going to eat it, Ben" said Gwen. "Everyone knows that camels are plant eaters. Oh wait, make that, everyone knows that camels are plant eaters, except you!"

Ben's frown grew even darker as he moved along with the rest of the crowd. At least his cootie cousin would be too busy taking pictures of camels and ostritches to bug him, for a while anyway.

Moving on, he soon came to the pen at the end of the observation area. This one had an elephant in it, she was wearing a pink bonnet on her head and draped over her back was a blue blanket. She had a kindly expression on her face, one that reminded Ben of his mother. Then it became apparent that the elephant herself was a mother. Out from behind her came a baby elephant, but like no baby elephant Ben had ever seen either in a book or at the zoo. He had a trunk, four legs, and everything else a baby elephant should have, but he also had these enormous ears. They were massive, like giant fans, Ben was surprised he could even walk without tripping over them. Just then, the elephant accidentally stepped on the tip of his right ear and fell flat on his face. Ben couldn't help but giggle a little as he tried to right himself again, but it was an amused giggle, not a mocking one. Finally, the mother elephant reached over with her trunk and picked up her baby so that he was once again standing on his own four feet.

Just then, Ben was knocked to the side as a whole load of other boys shoved their way to the elephant pen. As soon as he saw them, Ben could tell they were up to no good, especially the one in front, a boy in a blue jacket with buck teeth and freckles. He was pointing at the baby elephant.

"Ain't that the wierdest looking elephant you've ever seen?" he lisped. "Look at his ears!" He lifted up his jacket and flapped it around, imitating the baby elephant's ears. Ben wondered why the elephant didn't squirt a trunkful of water at him, instead he seemed to be flapping his ears in time with the jacket. Fortunately, the mother elephant scooped up her baby and turned around, so that he was away from the mean kids.

That however, didn't stop the buck tooth. Ducking under the cord seperating him from the elphants, he reached between the mother's legs and pulled the baby back into the open. Grabbing one of the elephant's ears, he blew on it and made it billow about like a sail.

This was more than Ben could take. Ducking under the cord himself, he stormed up to the other boy.

"Hey, leave him alone!" Ben shouted. "It's not his fault he's got big ears, besides, you don't exactly have puny ones yourself!" He pointed at the boy's protruding ears.

"Oh yeah, well who's gonna make me leave him alone?" lisped the boy menacingly. "Are you, you little green eyed freak?"

Ben growled and held out the arm that had the omnitrix on it. A little bit of Heatblast would sort this jerk out.

Suddenly he was grabbed from behind and pulled out of the pen. Looking behind him, he saw it was Grandpa Max with an angry look on his face.

"Don't even think about it!"

"But Grandpa" protested Ben. "That kid was bullying that baby elephant."

"That's no excuse to use the omnitrix against him" said Max. "Espescially not in front of all these other kids." "Besides" he said, smiling a little now, "You don't have to deal with him anymore."

"Huh?"

"See for yourself" said Max, pointing to the pen. Ben looked in that direction to see the bucktoothed kid draped over the cord like a duvet cover, the mother elephant was slapping his butt angrily.

"Alright, go Mrs. Jumbo!" cried Ben.

"Well done, Ben" said Max. "That's her name."

"What, for real? How did you know?"

"It says so on the sign on her pen" said Max. "And that little elephant is called Dumbo."

"Dumbo" repeated Ben. He was just pondering over this name when suddenly a bale of hay came flying past his head. He looked up to see Mrs. Jumbo rearing up on her hind legs, the kids who had been teasing Dumbo were fleeing before her. Evidently she was the one who had thrown the hay bale, and now she was picking up a bucket and getting ready to throw it at the kids.

"Come on!" cried Max, "Let's get outta here!"

As they fled from the circus, Ben couldn't help looking back at the elephants. He saw a whole load of men with whips and ropes running at Mrs. Jumbo, they were cracking them around her and lassoing her feet, ignoring her protesting bellows. Ben also saw one of the men tuck Dumbo under his arm and run away from Mrs. Jumbo with him. He wanted to break free of Max and run back to help the elephants, but his Grandpa's grip was too strong.

As they exited the circus tent and ran back to the RV, Ben wondered what would happen to Mrs. Jumbo and her baby, he didn't think it would be something nice.


	2. In with the Elephants

**Yes, I know that Ben can't understand animal languages when he's being Wildmutt, but I felt it would be good for this chapter.**

* * *

"Ladies and Chintlemen" announced the ringmaster, a fat man dressed in a red costume which made him look like an overgrown tomato. "Rest assured zat the circus performance vill not be hindered by todays leetle fiasco. For zat mad elephant has been locked avay, and vill stay like that for a very long time. So feel free to come to ze circus tomorrow. I promise zat zere vill be a most fantastical climax."

"They locked Mrs. Jumbo away!" gasped Ben. He was shocked that anyone could think that Mrs. Jumbo was mad when she was so obviously protecting her baby. "They can't do that! Someone should complain!" He started towards the ringmaster, only to be held back by Grandpa Max.

"What, oh come on Grandpa?" said Ben. "Don't tell me you agree with this?"

"No, I don't agree with it at all, Ben" said Max. "But we can't tell the ringmaster what to do with his own elephant. I'm sure she won't be locked up for that long, it'll probably just be until they realise she's perfectly sane."

"But that could take years for all we know!"

"Sorry Ben" said Max. "But I'm afraid that this time, there's nothing any of us can do." Ben turned to Gwen.

"Well Gwen, are you on my side?"

Gwen looked down at her feet shamefacedly. "Sorry Ben, I don't like it anymore than you do, but I'm with Grandpa on this one."

"And I thought you liked animals!" grumbled Ben disappointedly. And with that he turned on his heels and headed off towards the circus tent.

* * * * * *

There are some people who wouldn't dream of crawling under the flaps of a circus tent to get to the elephant pen, but Ben was not one of these people. He found himself in a very spacious tent, then again it would have to be to fit elephants in it. There were seven of them, standing in a cricle to Ben's left, all of them dressed in blankets and headresses of various colours. They appeared to be having some kind of conversation with each other, the one wearing a green headress with a white feather seemed to be the big talker. This called for some Wildmutt.

After hiding behind some bales of hay so that nobody would see him, Ben selected Wildmutt on the omnitrix and soon he was a hairy, orange coloured vulpimancer with the best sense of smell in the galaxy. Using this sense of smell, Ben was able to make out the mental image of the seven elephants, not only that, but in this form he was also able to understand their language.

"Have I got a trunkful of dirt" said the elephant in the green headress. "I heard today that they have put Mrs. Jumbo in solitary confinement." She sounded like she took great pride in sharing this news with her friends, who gaped with shock and horror at it.

"Well, I must say I don't blame her for any of it" said an elephant in an orange headress.

"You're absolutely right" said the green headress elephant. "It's all the fault of that little F-R-E-A-K."

"Yes, it was those ears that only a mother could love" giggled the one in the orange headress.

"Here he comes now" said another one. Ben picked up the scent of Dumbo crossing the tent towards the other elephants.

"Pretend you don't see him" sniffed a fat elephant with a pink blanket and a pink headress with an even more resplendant feather. Ben saw the mental image of the elephants closing the circle and blocking Dumbo out. Folornly, the little elephant walked out of the tent, his head hanging low.

Ben felt like going out there and tearing those other elephants to pieces. He had known at once that the freak that that blabber-mouth elephant had referred to was Dumbo. How dare they make fun of him just because he had big ears for his size? How dare they make an outcast of him? Gwen had once told him that elephants were friendly animals who loved each other, but to Ben's mind, these ones were no different to the bullies he had encountered at his school.

At this point, he heard the tell-tale beeping of the omnitrix, seconds later, he was back to his human form. He wouldn't be tearing any elephants apart today. But he could at least try and make Dumbo feel better about himself, even though he wouldn't be able to understand him right now. Taking care not be heard by the adult elephants, he tiptoed his way out of the tent.

"Dumbo" he called softly. "Dumbo, are you there little guy?"

There came a rustling from a nearby pile of hay. So that's where Dumbo was hiding.

"Dumbo" said Ben. "Dumbo don't be afraid, it's me, Ben. I'm the one who tried to stop that kid from picking on you earlier."

A small trunk exited the haystack and sniffed at Ben. Dumbo recognised the scent, this was indeed the human who had tried to stand up for him. With an excited whinny, he burst out of the hay and almost knocked Ben over.

"Sorry I couldn't stop them locking your mother up" said Ben as Dumbo ran his trunk around him. "Look, I don't think you're a freak. I know what it's like to be around people who don't like you. You think those elephants are bad, you should meet my cousin, Gwen."

For a moment, Ben was silent as he stroked Dumbo. he was glad to see that his company was cheering the little elephant up.

"You know, we probably could get your mother out" said Ben after some thought. Dumbo sparked up instantly as soon as Ben said that.

"Yeah, all we have to do is get you do something that nobody will ever forget. Then they'd give you special treatment, and they'd have to get your mother out, if you know what I mean."

Ben assumed by Dumbo's excited trunk movements that he did get his meaning.

"The question is, what could you do?" said Ben.

Suddenly there came a loud, excited cry from the tent in front of him, it was the tomato-like ringmaster.

"Have I got an idea! What an idea!"


	3. Being talked to in his Sleep

"Just visualise!" cried the ringmaster to one of his workers. "Vun elephant climbs on top of another elephant, until finally, all seven elephants have constructed an enormous pyramid of pachyderms!"

Ben began to have thoughts regarding the ringmaster's sanity.

"I step out" continued the ringmaster. "I blow the vistle, and zen, comes ze climax!"

The worker looked confused. "Sir, what is the climax?"

"Well, I don't know." admitted the ringmaster. "But, perhpas it vill come to me as I dream. Goodnight Joe!"

Ben groaned with exasperation, this ringmaster obviously didn't have a clue about how to run his own circus. First he locked up a sane elephant and said she was mad, now he didn't even know what the climax for the show he would be putting on tomorrow night would be. Then, Ben had a think about what the ringmaster had said, a pyramid of elephants, all standing on top of each other. What if something was standing on top of them? That's when it came to Ben.

"Dumbo, don't you worry about a thing. Just leave ol' Benster to take care of your future."

He got up and walked towards the ringmaster's tent, he noticed out of the corner of his eye that Dumbo was following him.

"No, no no" said Ben. "You stay here, I can take care of this on my own, don't worry." In addition, Ben didn't want the elephant to be frightened when he turned into Grey Matter. That little alien's size would come in handy for what Ben was going to do next. Ducking behind the ringmaster's tent, Ben selected Grey Matter on the omnitrix, slammed down on it and soon, he was crawling under the flaps of the tent and hopping his way over to the ringmaster's bed. He took an almighty leap so he was up against the ringmaster's ear.

"Wooooo" he groaned in a ghost like fashion. "I am...the ghost of circus climaxessssss. I am here to give you the climax you want soooo baddlllly." Ben paused for a moment to allow this all to sink in to the ringmaster's brain, tiny though it was. "Picture it, the pyramid of elephants, standing theerrre, waiiitiiiiing for the climax. Out he comes from the siiiiiidelines, he runs, he jumps, he lands at the top of the pyramid. What is his naaaaamme? It's Dumbo!"

The ringmaster snorted and rolled over in his sleep. Had Ben not jumped out of the way in time, he might very well have been crushed. As he landed on the floor of the tent, he heard the ringmaster snorting the name Ben had mentioned.

"Dumbo....Dumbo...Dumbo... I've got it I've got it!" he cried excitedly, sitting up in bed just as Ben exited the tent and transformed back to his human form. He smirked and went back to Dumbo.

"Dumbo, you are a climax!"


	4. Ten Ton Disaster times Seven

At last, after a long night of watching trapeze artists, tigers jumping through hoops and worst of all, clowns, it was now time for Dumbo's act. Ben had been waiting all night to see this.

The ringmaster was standing in the centre of the ring, surrounded by the seven elephants Ben had seen the night before. In front of him was a large, red exercise ball which apparently, the elephants were all going to stand on, whilst standing on top of each other. The ringmaster obviously had high hopes for this act judging from the way he was enthusiastically describing it to the audience.

"To hear him talk, you'd think he was going to do it" said Gwen.

At last, the ringmaster ended his speech and blew his whistle. The elephants immediately began making their way towards the ball in single file, with the fat elephant dressed in pink going first. She placed her front feet on it and after securing it in a position that would not allow it to roll out from underneath her, she threw back her trunk to the elephant behind her (namely the one in the orange headress). Awkwardly, she pulled her up on to her back, the orange headress elephant moved around and sat on the fat one's head. Then she pulled up the blabber-mouth who dragged herself up on to her back.

As the blabber-mouth pulled up a fourth elephant, Ben found himself thinking of Dumbo. Imagine the look on the little guy's face when he sprung to the top of the pyramid of elephants, when everyone started applauding him, calling his name. If he managed to pull off a stunt like that, then nobody would ever make fun of his ears again, they'd be so amazed they wouldn't remember to.

That's when Ben remembered Dumbo's ears, or to be more precise, the way Dumbo had tripped over his own ears when Ben had first seen him in the observation area. If that happened now during the act the poor little guy would never hear the end of it.

"Uh look you guys" said Ben, desperately thinking of an excuse ot get away. "I uh...I'm just gonna get some more popcorn, I'll be back in just a second."

"Ben, the pyramid is almost complete" said Max. "If you go to get popcorn now you'll miss the climax, I heard it's meant to be really good."

"I'll be back soon, I promise" said Ben. And before Max could say anything else, he rushed out of the circus tent, Gwen watched him as he left.

"He's up to something, Grandpa" she said. "I just know it!"

* * * * * *

After some searching, Ben found the small tent that Dumbo was being kept in whilst the elephant pyramid was being built, it was attached to the main one but it protruded noticeably from it. Quickly, Ben crawled underneath the flaps of the tent. There was Dumbo, standing expectantly near the exit of his tent, holding a small blue flag in his trunk. He turned around and whinnied happily when he saw Ben.

"Hi Dumbo" said Ben. "I just came to wish you good luck." Dumbo nodded in thanks. "Plus, I also need to quickly take care of something before you go out there."

Ben reached for Dumbo's ears. The little elephant honked in fear and tried to back away.

"Hey, take it easy little guy" said Ben. "I'm not gonna hurt you. I just need to take a little safety precaution."

* * * * * *

By the time Ben got back to his seat in the big top, the pyramid was complete. All seven elephants were now standing on top of each other, with the fat one balancing precariously on the ball at the bottom, and an elephant in blue holding a small pedestal that Dumbo was to land on at the top.

"Ok, I'm back" said Ben as he sat down.

'Where's that popcorn you said you were getting?" asked Gwen suspisciously.

"What? Oh I uh...decided I wasn't hungry" said Ben hastily. Gwen frowned at him before averting her gaze back to the elephant pyramid.

"And now" boomed the ringmaster. 'I present the vorld's littlest elephant, who vill spring from ze top of a springboard to ze top of ze pyramid, waving his leetle flag. Ladies and Chintlemen, I give you, Dumbo!"

A wild applause went up, the spotlight went over to Dumbo's tent. The flaps opened to reveal the little elephant standing there, proudly waving his little flag. There was something different about him though, his ears were tied up in a knot at the top of his head. Gwen glared at Ben.

"So that's what you were really doing when you were 'getting popcorn'" she snapped, making quotation marks with her fingers.

"Hey I don't know what you're getting so antsy about." retorted Ben. "I was just trying to make sure the little guy didn't mess up his act."

"By making him look like a complete dweeb?" said Gwen. "He looks even more ridiculous than you!"

"Alright kids, that's enough, break it up now" said Max sternly. "Dumbo's starting his run."

Gwen and Ben looked back to the circus ring. Indeed, Dumbo was running along a red carpet towards a wating springboard, the spotlight was following him as he went. Ben never took his eyes off him, he prayed that the knot he made was tight enough, he had had to be careful when he tied it that he did not hurt Dumbo.

Unfortunately, Ben's prayers went unanswered. Just when he was about two feet away from the springboard, the knot in Dumbo's ears came undone. They flopped to the floor beside him, his foot trod on one. He stumbled, he fell, he rolled along the rest of the red carpet, and went flying off the springboard, straight for the ball with the seven adult elephants balanced on top! He crashed into it and sent it rolling around the ring.

"That's what I was trying to stop by tying his ears up, cootie queen!" shouted Ben at a horror struck Gwen. Max grabbed both of the kids and dashed out of the big top along with the crowd of screaming, terrified circus goers.

"Wait!" cried Ben. "Dumbo's still in there!"

"Ben, we haven't got time to worry about that elephant!" said Max, shouting to make himself heard above the din. "We have to get ourselves to safety!"

But Ben was not to be put off so easily. He struggled out of his Grandpa's grip and ran back to circus tent. He looked back at the other two as he ran.

"Get everyone else to safety" he cried. "I got Dumbo into this mess, I gotta get him out of it!"

As he re-entered the tent, Ben caught sight of Dumbo running desperately across the ring. Behind him was the close-to-toppling elephant pyramid, the fat one at the bottom was rolling it after Dumbo, and the look in her eyes made Ben pretty sure that she was hellbent on running him over.

"Not if Ben Tennyson can help it!" roared Ben. He frantically set the dial on the omnitrix to XLR8. Without waiting for the transformation to complete, he ran across the circus towards Dumbo, at human speed at first, but then at the super speed of a Kineceleran. He reached out his arms and snatched Dumbo right out from under the fat elephant's trunk. They both sped across to a safe part of the ring before Ben halted to see what whether the fat elephant was following them.

As it turned out it was quite the opposite. Far from driving the ball, the fat elephant seemed to have no control over it whatsoever. She crashed into the sides of the ring, sending both herself and the other elephants flying through the air. They smashed right through the fabric of the tent, leaving elephant shaped tears in it. Ben might even have found time to find it comical had the momentum of the elephants not brought the main tent pole toppling like felled tree, bringing the rest of the big top with it. Ben wasted no time in speeding out of the tent to the RV, he had never run so fast in his life, not even as XLR8. As he reached the RV, he watched with Max and Gwen as the big top came collapsing to the ground. Within seconds it was little more than a giant piece of cloth spread out on the ground.

Even after that, Ben, Max and Gwen never once took their eyes off it, not even when Ben transformed back to his human form. The thing that finally did bring them back was the sound of Dumbo vomiting on Ben's shoes.

"Eewww" squealed Gwen. "Elephant puke." Ben groaned, those were his best sneakers. As he put the sickly little elephant down on the ground next to him, he saw Dumbo pointing with his trunk at the omnitrix, his look of sickness combined with a confused one.

"Oh yeah" said Ben. He felt that now was as good a time as any to introduce Dumbo to the omnitrix. 'This is the omnitrix, I can use it to turn into 10 super cool alien super heroes. Like that one that just saved you from being flattened!"

No sooner had he said this, then he heard the sound of a whip cracking. He looked up to see the ringmaster storming towards them, accompanied by two brutish looking circus workers. He pointed a shaking finger at Dumbo.

"Give me zat elephant" he snarled in a voice trembling with rage. He cracked his whip above his head. "Now!"

Reluctantly, Ben scooped up Dumbo and handed him over to the ringmaster.

"What are you gonna do with him?" asked Max. The ringmaster glared at him.

"Zis is none of your business, old man. Let's just say zat ve are going to fix zis elephant good!" he growled. And with that, he and his workers turned away and walked back to the fallen circus tent. As he was carried away, Dumbo waved a folorn goodbye to Ben. Ben waved back, trying to stop the tears that were rapidly forming in his eyes.


	5. A Sad Journey North

Rain poured in torrents down the windows of the RV. After the fiasco at the circus last night, Max had decided that it would probably be best if they left Georgia and continued their camping trip north to South Carolina.

The mood in the RV matched the gloomy weather outside. Ben had not spoken a word since breakfast, he had spent all day sitting by the window staring out to the horizon. Gwen sighed, she knew what was on his mind and decided that now, after five hours of this constant gloominess, it was time to talk about it with Ben. She went and sat down next to him.

"Are you ok, Ben" she asked, even though she already knew he wasn't. Ben sighed and turned to her.

"You know Gwen, after they locked his mom away, I told that little guy that I'd be able to help get her out again. I thought that if he did something really big at that circus act yesterday he's be so famous that they'd let her out to keep him happy. Instead I just made things worse for him." He sighed again and looked back out the window. "Who knows what they'll do to him now?"

"This is more compassion than I've ever seen you show for an animal before, Ben" said Gwen.

"Well, you see, when I first saw him, in that observation tent waving those big ears about, I kinda felt, I don't know, attatched to him. And when that kid started bullying him, to me, it kinda felt like he was bullying my little brother. That's what Dumbo feels like to me, Gwen. I don't know why, maybe it's kinda wrong, but he still feels like a little brother to me."

Gwen smiled sympathetically and put a reassuring arm on Ben's shoulder.

"It's good that you feel so strongly about him, Ben. I wish there was more you could do for him, but hey, you did what you could. You gave it your best shot."

"You think?"

"Absolutely" said Gwen.

Ben laughed humourlessly.

"Well, maybe they'll lock him up with his mother, at least that's one good thing that could come out of all this." He sighed. "Do you think we'll ever see him again, Gwen?"

Gwen sighed. She didn't think that saying 'I don't know would be of any real comfort to Ben, so she got up to get herself a glass of water. Meanwhile Ben turned back to the window and watched as the rain trickled down it like teardrops.


	6. Dumbo the Clown

That evening, they arrived at the campsite in South Carolina. Max unbuckled his seatbelt and went to get the fold-up picnic table out from the cupboard.

"Hey, kids. I could use some help here." he said. Gwen went to help him, but Ben stayed where he was. All day he had not stopped staing out he window, nor had he talked for that matter.

"Ben" said Max. Ben looked up and with a sigh, went to help his Grandpa and cousin. After setting out the picnic table, he went for a walk around the campsite, a mopey look on his face. Gwen and Max watched him go.

"Wow, he really cared about that little guy didn't he?" said Max.

"Yeah" replied Gwen. "I'm kinda finding it hard to believe this. Are you sure Ben's not been possesed by some totally wierd alien?"

"You guys!" cried Ben's voice from across the campsite. Gwen and Max ran in the direction of the voice to find Ben standing by a lamp post, holding a piece of coloured paper in his hands.

"Aw, Ben!" exclaimed Max. "I thought you'd seen an alien threat when you screamed like that."

"I don't scream. Grandpa" said Ben in a matter-of-factly way. "Anyway, check this out." He handed the piece of paper he was holding to Gwen, who studied it for a moment.

"Well, what are the odds" she said. "Look out South Carolina, the circus is in town. Come see our new clown act tomorrow night starring the world's smallest elephant with the world's biggest ears, Dumbo!" she read.

"Can we go see it, Grandpa?" asked Ben.

"I thought you didn't like clowns" said Max.

"I don't care about the clowns" said Ben. "I just wanna see Dumbo again, please Grandpa, please."

"Well" said Max after a pause, "I guess seeing as he means so much to you, then yes. We'll go!"

"Thanks, Grandpa" said Ben, hugging Max.

* * * * * *

The next night, it was time for the clown act. In the ring was a large, cardboard apartment building, in front of it was a clown wearing a dress and an elephant mask. Ben just hoped he wouldn't take it off. Then, the spotlight moved to the top window of the building, there was Dumbo! But he looked different to when Ben had last seen him. His face was painted completely white apart from the end of his trunk which was now pink. He was also wearing a baby bonnet and diaper, in his trunk he held a rattle. He looked thoroughly embarassed, Ben didn't blame him.

Suddenly the whole building burst into flames. The clown dressed as an elephant started running around the ring, pointing up at Dumbo and screaming in a high voice "Save my poor baby. Save my child!"

Then an old fashioned fire engine drove into the ring, carrying at least ten clowns dressed as firemen. Ben looked away from them and instead kept his eyes fixed on Dumbo. Unfortunately he could not escape the sight of the clowns by doing so. They leaned a ladder against the building and ran up it carrying buckets of water, which they then proceeded to throw in Dumbo's face, ignoring his looks of obvious discomfort. Then a little later on in the act, a clown climbed up the ladder and waved a fan in Dumbo's face.

As that clown descended the ladder, the flames engulfing the building, already quite strong, suddenly flared up around Dumbo. Ben looked down to see a clown standing by the window holding a gas hose in his hand, as well as four other clowns going over to a vat of pie mixture with a a trampoline.

Ben knew what would happen next if he didn't stop it. He set the omnitrix to Stinkfly and was just about to slam down on it when someone grabbed his arm. It was Gwen, she had a look on her face that told Ben everything he needed to know. She didn't like this either, but he couldn't turn into Stinkfly in front of all these other circus goers.

Looking back to the ring, Ben saw Dumbo backing into the building, and then falling right out of it. He fell downwards, straight through the trampoline and into the pie mixture. The clowns bowed proudly as the crowd went wild, all except for Ben. He looked at the vat to see Dumbo looking dejectedly out at the crowd, totally humiliated. This time, Ben didn't come close to tears, this time he actually did cry.


	7. Ben Goes a'busting

As soon as he was sure that Gwen and Grandpa Max were asleep, Ben made his way towards the circus, which fortunately was not far away from the campsite. Tonight he was on a mission. Ben had had enough of those circus people bullying Dumbo and humiliating him, he had never liked clowns before, but now he absolutely hated them. But with any luck, Dumbo would never have to go through another minute of this hell. Tonight, Ben was busting him out of the circus.

When he reached the circus ground, his first instinct was to check out the observation tent. The entire area was silent, so Ben assumed that the whole circus was asleep, he would have to be quiet if his mission was to succeed. Reaching the observation tent, Ben made straight for the elephant pen. Ducking under the cord, he found himself looking at the elephants who had been balancing on the ball the night the big top had collapsed. They were standing side by side, badly bruised and heavily bandaged, Ben felt no sympathy for any of them. As far as he was concerned, it served them right for the way they had treated Dumbo. He was particularly pleased to see that the fat one had her trunk in a sling and the blabber mouth had a melting icepack on her head, which kept slipping down over her forehead.

Ignoring the elephants inquisitive, not to mention suspiscious staring, Ben walked around the pen looking for Dumbo. But the little elephant was nowhere to be seen, in fact there was no evidence to suggest he had even lived here at all. Ben turned back to the other elephants, as much as he hated them, he needed them right now. Perhaps they knew where Dumbo was right now. Ben turned the dial on the omnitrix to Wildmutt and hoped that the elephants wouldn't make too much of a scene when he transformed.

As he slammed down on the omnitrix, he felt his skin grow hairy and his eyesight vanished. Fortunately, Wildmutt's sense of smell was as good as ever, and Ben was still able to pick up the mental image of the seven elephants, gasping with fear and shock. He headed towards them, they backed away from him as far as they could.

"Excuse me, Ladies" said Ben. "Do any of you know where Dumbo is?"

"Dumbo" snorted the fat elephant contemptously. "That little big eared horror who single handedly ruined our acting careers and scarred us all for life. Why if I could I would spank him so hard that...

"Spare me the details" growled Ben. "Just tell me where he is right now!"

"He's over by the clowns tent where he belongs" snapped the fat elephant. "Now get out of our sight, you hideous creature!"

"With pleasure" growled Ben. He stalked out of the observation tent and sniffed the air for Dumbo's scent. He quickly picked it up and followed it around the circus, winding through tents as he went. Eventually he arrived at what he assumed was the clowns tent, judging by the fact that Dumbo's scent was very strong here. He waited to turn back to his human form before he faced Dumbo, he didn't want to scare the poor little guy.

Rounding the corner of the tent, Ben saw Dumbo sitting by himself near a tub of water. He was sticking his trunk into it and then squirting it all over himself, in an attempt to wash off the last of his clown makeup. Ben walked slowly towards him.

"Dumbo" he said softly. The little elephant turned towards him, he did not look particularly pleased to see him. Ben didn't blame him, why would he be pleased after Ben had let him down so badly.

"Look, Dumbo" said Ben. "I'm sorry I let you down, pal. But I'm gonna make it all up to you, I'm busting you outta here buddy. C'mon, let's go!"

He tucked Dumbo under his arm and carried him off in the direction of the campsite. As they were almost out of the circus ground however, Dumbo began to squirm and wriggle about in Ben's grasp.

"Look, I know you probably hate my guts right now, but seriously, I'm trying to help you, Dumbo." said Ben. But Dumbo would not stop squirming, eventually, he wriggled out of Ben's grasp all together and hurried off back to the circus.

"Hey, where are you going" called Ben as loud as he dared. He took off after Dumbo across the grass, wondering what could have possessed the elephant to want to go back to the circus where he was so undervalued?

* * * * * *

As Ben rounded the corner of a tent, he saw where Dumbo was going. Some distance from the rest of the circus was a bleak looking carriage surrounded by a cord. There were two windows on it, both of them barred, and there was a big sign on it that said 'Danger, Mad Elephant'. This was where Mrs. Jumbo was locked up. Ben ducked under the cord as Dumbo stood up on his hind legs and poked the tip of his trunk through the bars of the main window. He heard the clanking of chains, and then a long trunk poked out of the window and started to rub the top of Dumbo's head softly. The little elephant buried his head in it and sobbed inaudibly. Mrs. Jumbo wiped his tears away and then made a little sling with her trunk, which Dumbo sat in. Then, she slowly swayed it back and forth, making a soft, gentle noise that sounded to Ben like a lullaby.

While Dumbo sat in his makeshift swing, Ben made his way round the side of the carriage. Standing on tiptoe, he peered through the other window and was shocked by what he saw. Mrs. Jumbo's prison was barely bigger than she was, her legs were in shackles chained to the sides of the carriage's interior, she also looked like she hadn't had a decent meal in days. This was no way for an elephant to live, this was no way for anything to live. And now, Ben realised what he had to do. He couldn't take Dumbo with him in the RV and leave Mrs. Jumbo behind, nor could he take Mrs. Jumbo and leave Dumbo. That would be the cruellest thing he could possibly do to either of them, no, he would have to take them both with him, there was no other way of doing this.

Ben looked through the aliens the omnitrix had to offer, deciding whether to chose Four Arms or Diamondhead. Eventually he decided to go with Upgrade, with him he'd be able to wheel Mrs. Jumbo to the campsite and still have time to come back for Dumbo. Ben slammed down on the omnitrix and engulfed the carriage, he heard Mrs. Jumbo trumpet with alarm, and saw Dumbo stroking her trunk to reassure her that there was nothing to be scared of, and that he had seen Ben transform before. That was a good sign that he trusted him again.

"OK you two" said Ben. "We're outta here!"

Mrs. Jumbo clutched Dumbo tightly in her trunk as Ben wheeled the carriage away from the circus towards the campsite.


	8. Elephants on the Road

The next morning, the Tennysons had breakfast on the road. Max wanted to make it to the Blue Ridge Mountains by noon, so as soon as he had gotten up, he had started the RV. Gwen and Ben meanwhile sat at the table surrounded by various breakfast foods, including a bag of sliced white bread, and a large jar of peanut butter. As soon as these were put on the table in front of him, Ben grabbed them.

"Hey!" protested Gwen. "You can't just hog all the peanut butter and bread for yourself, you know!"

"Uh, yes I can" said Ben sugly, pointing at the peanut butter and bread in front of him.

"Grandpa!" cried Gwen.

"Ssshhh" said Max. "I need to concentrate of driving now, Gwen. I'll talk later!" Gwen glared at her cousin, now spreading peanut butter thickly on his piece of bread, and the next piece, and the piece after that, until finally, Ben had most of the loaf smothered in peanut butter and stacked in a pile on his plate.

"You can't eat that much!" said Gwen.

"Wanna bet?" said Ben. He lifted his plate off the table and carried it into the bathroom, closing the door behind him.

"Eeeewww" said Gwen from the other side of the door. "You're eating your breakfast in the bathroom? Don't you have any sense of hygiene at all?" Disgusting muching and slurping sounds came from the other side in response.

'Obviously not' thought Gwen, going back to the table to have some cereal.

Presently, Ben came out of the bathroom, his face covered in peanut butter.

"You ate all of that bread and peanut butter all by yourself?" gasped Gwen in shock. Ben belched loudly, his burp echoed around the RV. Muffled giggling sounds came from the bathroom, Gwen looked in that direction.

"Did you just there that?" she asked.

"Hear what?" said Ben, a little too nervously for Gwen's liking.

* * * * * *

Unfortunately, despite Max's best attempts, they did not reach the Blue Ridge Mountains by noon, and it wasn't long before the kids started to complain about being hungry. So Max pulled up in a lay-by at the side of the road. He reached into the fridge and got out some slices of turkey ham, what little bread remained from breakfast, and a large bowl of salad.

"Alright!" said Ben as Max put the salad on the table. Gwen stood up and glared at him suspisciously.

"Alright, what's going on here, Ben? You hate salad!"

"Yeah, well...a guy can change can't he?" said Ben, piling salad on to his plate. He got up and went into the bathroom. Gwen and Max stood outside the door.

"That's the second time today you've decided to eat your food in the bathroom!" said Gwen. "What's going on in there?"

She opened the door and was greeted with a shock. Sitting cross-legged on the floor in front of her was Ben, sitting on the toilet with a trunkful of salad halfway to his mouth, was Dumbo.

"Ben, what the..." gasped Gwen unbelievingly.

"Look calm down" said Ben nervously. "I can explain everything!"

"Yes, I think you'd better" said Max, pointing at Dumbo.

* * * * * *

"So let me get this straight" said Gwen. "You snuck into the circus in the middle of the night and stole an elephant!" She and Max were sitting opposite to ben, who had just told them of his daring rescue of Dumbo, who now sat on the floor in front of him.

"I didn't steal the elephants" said Ben defensively. "I rescued them!"

"Them?" said Gwen, Ben hadn't said anything about any other elephants other than Dumbo.

"Uh...did I say them" said Ben. "I meant..."

"Oh no, Ben" groaned Max. "Tell me you didn't bring Mrs. Jumbo along too." Ben sighed.

"She's out back if you want her" he admitted. Max and Gwen got up and stepped outside the RV. With some reluctance, Ben followed them, Dumbo trailing behind him.

"Ben Tennyson, this has got to be the most stupid idea you have ever had in your whole life" said Gwen, staring unbelievingly at Mrs. Jumbo's carriage attached to the back of the RV.

"Well I couldn't exactly tie her to the roof, could I?" retorted Ben.

"Oh yeah, and like nobody's ever going to notice an RV pulling a carriage with a sign saying 'Mad Elephant' on it?" said Gwen sarcastically. "What were you even thinking anyway, were you gonna take her along for the whole vacation until we got home? You can't keep her in your backyard, you know!"

"I'm not gonna keep her in my backyard, doofus!" snapped Ben. "I was just gonna hold on to her until we got to someplace that had a safari park."

"You still stole her and Dumbo" snapped Gwen back.

"I already told you, I didn't steal them, I rescued them!" shouted Ben. "I mean, just look at her, Gwen!"

He gestured at the carriage. Gwen approached it nervously. Max followed her and gave her a boost up so that she could peer in through the window. She gasped in horror at what she saw, Mrs. Jumbo reached out to her with her trunk, which Gwen stroked sympathetically. At last, Max lifted her down, they both turned back to Ben.

"Now do you see why I had to take them? They had no life back at that circus, and before you say anything, I am never letting them go back there again, ever. I'm not letting that ringmaster get his dirty hands on them again because he's greedy and mean and he looks like a tomato and..."

"Ben" said Max softly. "We're not taking them back. I never once thought that that ringmaster would stoop this low. As soon as we find a good safari park to take them in, we'll drop them off there!" Gwen went over to Ben.

"Ben, I'm sorry for what I said just now, about this being a stupid idea. This is actually the nicest thing I've ever seen you do for anyone." She smiled. "I'm really proud of you." Ben smiled back and embraced his cousin.

Alas, this moment of solidarity was quickly shattered by the ominous sound of police sirens getting closer and closer to them.


	9. Did you ever see an Elephant Fly?

"Stay where you are!" shouted a police officer through a megaphone. "You are in posession of stolen animals!"

The police squad cars pulled up next to the RV. Out of one came the ringmaster, his face red with fury. He pointed at the Tennysons.

"You!" he bellowed. "You people have stolen my elephants!"

"We didn't steal them, we rescued them!" retorted Ben.

"That's right" said Max, going up to the ringmaster and gesturing at Mrs. Jumbo's carriage. "You can't just lock animals up like that. I have half a mind to report you to the American Humane Association!"

"Shut up old man!" shouted the ringmaster furiously. "Zey are my elephants and I vill decide vat I do vith zem. Now give me zat vun!" He made for Dumbo, cowering behind Ben.

"Oh yeah, well your gonna have to catch him first!" declared Ben. He tucked Dumbo under one arm and with his free hand, climbed up the RV's ladder on to the roof. He turned to the ringmaster and stuck his tongue out at him cheekily.

"Come and get us, Mr. Tomato Head!"

He ringmaster fumed and made for the ladder. Unfortunately, Ben had underestimated his weight, he was climbing up the ladder just fine. Desperately, Ben picked up Dumbo and held him above his head. If he could he would use the omnitrix against this guy, the ringmaster would stand a chance against Four Arms. But alas, he couldn't transform with all these people around.

"Stay back" said Ben as the ringmaster climbed up on to the roof. "I'm warning you!"

"Zis has gone on long enough!" growled the ringmaster. "Give me zat elephant and I von't press charges!"

Ben backed away from the ringmaster as he reached out for Dumbo, the little elephant was flapping his ears frantically in fright. Suddenly, Dumbo's weight was lifted off Ben. The ringmaster and everyone else present looked up and gasped. Ben looked up too and saw the reason why. There in the sky was Dumbo, looking rather confused, but then excited and happy. Ben didn't need to look twice to see how Dumbo had gotten up there, his enormous wings that he had once been tripping over were now being used as wings.

Ben didn't plan to stay on the ground and let Dumbo have all the fun. Leaping off the roof in front of the RV, he selected Stinkfly on the omnitrix and pressed down. He was greeted by more gasps and some screams of horror as he buzzed up into the sky next to Dumbo.

"Let's show him, pal" said Ben, pointing down at the ringmaster. Dumbo nodded and soared down to the ringmaster on the RV roof. The man screamed in a high pitched voice and ducked to avoid the elephant, only to be splatted with green, sticky goo from Stinkfly.

"Ben" said Max warningly, although even he couldn't help but smile a little at the sight of the ringmaster glued to the roof of the RV. Gwen for one couldn't control herself and was laughing hysterically, not something she usually did during Ben's alien shenannigans.

For a while, ben and Dumbo soared around in the sky like happy little birds. But then all too soon, Ben heard the sound of the omnitrix beeping and flew back down to where people wouldn't see him. After turning back into his human form, he went around the side of the RV, just in time to see Dumbo land in front of Mrs. Jumbo's carriage. Ben looked up at the ringmaster, still glued to the roof of the RV by Stinkfly's goo.

"I'll make you a deal, leetle boy" he said finally. "You return zat flying elephant and his muzzer to me, and I will not make him do anymore clown acts. Deal?"

"Only if you let Mrs. Jumbo out and treat them both better. Oh yeah, and if you take back that 'little boy'."

"Done" said the ringmaster. "Now get me out of zis...zis glue!"

Ben went inside the RV and came out moments later with a bucket of water. He went over to Dumbo with it.

"Dumbo, would you care to do the honours." said Ben sneakily, pointing at the ringmaster. Dumbo didn't need to be asked twice, he stuck his trunk in the bucket and sucked all the water out. Then he pointed his trunk at the ringmaster as a human may aim a gun and squirted. The ringmaster spluttered in protest as he recieved a facefull of water, but soon, Stinkfly's goo was all washed off. Ben climbed up the ladder.

"Now you know what it feels like to be a clown."


	10. Going, but Never Forgotten

The next morning, Gwen and Max stood outside the RV. The circus train was heading into North Carolina now and they had decided to come and see it off, see Dumbo off. Strangely though, as soon as Max had stopped the RV next to the train, ben had gotten out and run off. He said he needed to do something, and that it was a surprise.

"Where is Ben?" asked Gwen for the third time now. "He's gonna miss Dumbo if he doesn't hurry up."

"I'm suprised really" said Max. "I'd have thought he'd want to say one last goodbye to that little elephant." His last words were almost drowned out as the train chugged off down the track towards the horizon.

"Wait!" cried Gwen. "There he is!" She pointed to the back of the train. Mrs. Jumbo was sitting in her and Dumbo's own private carriage, a vast improvement to the one she had spent the past few days in. She was looking up at her flying son...and Stinkfly. Ben was flying next to Dumbo and looking at him, the baby elephant was looking back at him too.

"I'm gonna miss you, little guy" said Ben. Dumbo whinnied and wrapped his trunk around one of Stinkfly's legs. Ben smiled and embraced the elephant in mid air. Then they both heard Mrs. Jumbo's trumpeting.

"See you round, Dumbo" said Ben as Dumbo landed on his mother's trunk. She hugged him and held him to her tightly. Ben landed on the RV roof and changed back to his human form, waving Mrs. Jumbo and Dumbo off. They turned to him and waved as the train disappeared into the beautiful, South Carolina sunrise.


End file.
